TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

Transcription

1 COLES ADMINISTRATION USE ONLY SUPPLIER: [SupplierName] ABN: [ABN] VERSION Domestic & OS (Supermarkets & CEXP) 15 June DEFINITIONS TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS In these Terms and Conditions, the following terms mean: Agreement has the meaning set out in clause 3.2 (Supply). Carrier means Coles nominated ocean, air or land transport carrier. Claim means any claim made (by allegation, demand, suit, action or other proceeding of any nature), whether arising under contract, tort, equity, negligence or otherwise. Coles means, in any particular instance, the company that places the Order which may include: Grocery Holdings Pty Ltd ABN ; or (b) where an Order is placed directly by a Coles or Bi-Lo supermarket, Coles Supermarkets Australia Pty Ltd ABN or Bi-Lo Pty Ltd ABN , as the case may be; or where an Order is placed directly by a Coles Express distribution centre or Coles Express store, Eureka Operations Pty Ltd ABN (trading as Coles Express). Coles Brand Agreement means a separate agreement agreed between Coles and the Supplier for the supply of Coles Brand Goods (where applicable). Coles Brand Goods means: Goods which are manufactured and packed with a brand owned by Coles; (b) unbranded Goods; Fresh Produce; (d) products which are: (i) sold loose or unbranded in a display case or open carton; (ii) packed into returnable plastic crates provided by Coles; or (iii) are packaged in-store and are unbranded; or (e) ingredients or raw materials for Coles in-store bakeries or meat rooms. Coles Brand Requirements means the quality policies, requirements and standards that apply specifically to Coles Brand Goods and the suppliers of Coles Brand Goods set out on Coles Fusion or the Supplier Portal. Coles Collect Supplier means a supplier from whom Coles will arrange collection of the Goods and transportation of the Goods to Coles premises. Coles Fusion means the website provided by Coles for the suppliers of Coles Brand Goods known as Coles Fusion at (or at such other addresses should the URLs change). Consignment Goods means Goods that are delivered on consignment to Coles, that is, are not paid for by Coles until after such Goods are sold and any Goods not sold are returned to the Supplier or, with the consent of the Supplier, are disposed of by Coles. Deliver (and Delivery) means delivery to the Delivery Address, or in the case of Coles Collect Suppliers, making the Goods available for collection by Coles from the Delivery Address. Delivery Address means the place specified by Coles in the Order to which the Goods must be delivered to, or in the case of Coles Collect Suppliers, collected from. Fresh Produce means any freshly grown produce (e.g. fresh fruit, vegetables and other edible plants) but does not include cut flowers or plants. Goods means goods or services described in an Order and includes samples, packaging and labelling and any accessories, documentation or publication accompanying the Goods. Grocery Code means the Competition and Consumer (Industry Codes Food and Grocery) Regulation 2015 made under section 51AE of the Competition and Consumer Act 2010 (Cth). GST has the meaning given by Section of the GST Law and includes any similar tax imposed under a Commonwealth, State or Territory law in place of GST. GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended or replaced from time to time. Intellectual Property Rights includes all rights (present and future) including any applications for such rights in respect of copyright, trade marks, patents, designs, rights arising under the Plant Breeder s Rights Act 1994, Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 1

2 protection of confidential information, inventions, know how, product or business concepts, the right to object to the passing off of Goods or services or misleading or deceptive conduct in relation to Goods or services, and any other identifiable result of intellectual endeavour, whether arising under statute, contract or otherwise. Invoice has the same meaning given to Tax Invoice by Section of the GST Law as amended. Legal Requirements means the requirements imposed by all applicable laws, regulations, industrial awards and standards (including government orders, declarations and guidelines) relating to the Goods or the manufacture, provision or transportation of the Goods. Loss means any loss, liability, damage, cost, charge, outgoing or expense, including: any amounts reasonably paid or payable on or in the course of dealing with a Claim (whether or not the Claim is proved or successful, in whole or in part); and (b) reasonable legal costs and disbursements. Order means any electronic or other order Coles places with the Supplier for the purchase of Goods. Overseas Goods means Goods delivered free on board (FOB) to or collected ex works from a location outside Australia. Policies & Procedures means the policies and procedures set out on the Supplier Portal or Coles Fusion dealing with matters such as cost price alteration, complaints, delisting, ethical sourcing, freight rates, payments, promotions and recall & withdrawals. Product Specifications means all product specifications (which may include standards, packaging and labelling requirements) which apply to Coles Brand Goods set out on Coles Fusion or the Supplier Portal. Related Bodies Corporate has the meaning given in Section 50 of the Corporations Act 2001 (Cth). Store means: (b) for Supermarkets, each Coles and Bi-Lo Supermarket, and includes online sales through shop.coles.com.au (or such other website used by Coles); for Coles Express, each Coles Express store; and any other concept operated by Coles or its Related Bodies Corporate. Supplier means the supplier who signs these Terms and Conditions. Supplier Portal means the websites provided by Coles for its suppliers including the website at (or at a different address should the URL change) and Coles Fusion. Trading Terms means the trading terms agreed by Coles and the Supplier in writing (separately to these Terms and Conditions) relating to discounts, delivery terms, rebates or similar matters concerning the supply of Goods to Coles. Vendor Number means the various account numbers given to the Supplier in relation to its dealings with Coles for the supply of the Goods e.g. cross-dock, free into warehouse, etc. 2. APPLICATION These Terms and Conditions will apply to the supply of all Goods by the Supplier to Coles under all Vendor Numbers and will supercede all previous versions of the Terms and Conditions signed by the Supplier. 3. SUPPLY 3.1 These Terms and Conditions and the Trading Terms will govern the supply of the Goods by the Supplier to Coles, but nothing in these Terms and Conditions or the Trading Terms will require Coles to commence or continue to order any Goods from the Supplier. 3.2 Each time the Supplier accepts an Order, a separate agreement is formed incorporating the Order, these Terms and Conditions, and any agreements entered into by Coles and the Supplier relevant to the supply of Goods by the Supplier to Coles (e.g. Coles Brand Agreement or other supply agreement) (Agreement). Any other terms or conditions (e.g. appearing on the Supplier s Invoices or acceptances of Orders) are not part of this Agreement. 3.3 Coles and the Supplier are required to comply with the Policies & Procedures. If the Supplier believes that it is unable to comply with any of the Policies & Procedures, it must notify Coles immediately and Coles may, at its option, where there is a material non-compliance with any of the Policies & Procedures, choose to cancel any Orders placed without incurring any liability and cease to place any further Orders. 4. GOODS All Goods must meet the Legal Requirements on Delivery. The Supplier must, if requested by Coles, provide reasonable evidence of compliance with the Legal Requirements. 5. COLES BRAND GOODS 5.1 All Coles Brand Goods must meet the relevant Product Specifications on Delivery. Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 2

3 5.2 All suppliers of Coles Brand Goods must satisfy the Coles Brand Requirements. 5.3 The Supplier will supply and Coles will purchase the Coles Brand Goods for the term, if any, agreed by Coles and the Supplier at the commencement of the supply of the Coles Brand Goods (Term). Following the expiration of the Term and should the Supplier continue to supply the Coles Brand Goods to Coles, the Term may be terminated by Coles or the Supplier on not less than 12 weeks prior written notice in writing. 6. DISTRIBUTION & SALE OF THE GOODS 6.1 Subject to clause 6.2, Coles may distribute or sell the Goods to any person or through any of its Stores located anywhere in the world. 6.2 Coles will only sell the Supplier's proprietary branded Goods through Stores located in Australia and online to addresses within Australia and will not without the Supplier s prior written consent knowingly sell such Goods to any person outside of Australia. 7. ORDERS 7.1 Coles will place Orders for Goods in accordance with the applicable procedures set out on the Supplier Portal. The Supplier is not required to accept any Order issued by Coles. 7.2 Coles may cancel an Order if: the Goods have not been Delivered by the delivery date in the Order or, if the delivery date is varied by mutual agreement, by that other date, and Coles elects not to accept late Delivery; (b) the Supplier is in material breach of any of these Terms and Conditions; or the Supplier becomes subject to any form of insolvency such as administration, liquidation or receivership. In any of the above circumstances, Coles will not be required to pay or compensate the Supplier or any third party in respect of the cancelled Order. 7.3 Cancellation of an Order will not affect any other rights either party may have against the other party. 7.4 If: Coles orders Goods for an advertised promotion which has been agreed between the parties; and (b) the Supplier fails to Deliver the Goods by the required date so that Coles does not have stock available as advertised, this will be taken into account if Coles makes any Claim against the Supplier in relation to fines for breach of legislation or other Loss resulting from the Supplier s failure. 8. TRANSPORTATION AND DELIVERY 8.1 The Supplier must ensure that all Goods are appropriately packed, labelled, and loaded so as to avoid damage during transportation and so as to comply with Coles requirements and those of the Carrier (if applicable) as set out on the Supplier Portal. 8.2 The agreed manner of Delivery is set out in the Trading Terms (e.g. free into warehouse, cross dock etc.). 8.3 The Supplier must either: Deliver the Goods to the Delivery Address at the time and in the manner notified by Coles; or (b) become a Coles Collect Supplier, and Coles will arrange the transportation, and Coles or its nominated Carrier will collect the Goods from the Delivery Address on the date advised to the Supplier and in accordance with the procedures set out on the Supplier Portal. 8.4 The Supplier will promptly advise Coles of any delays or anticipated delays in relation to the transportation including shipment of the Goods. 9. OVERSEAS GOODS 9.1 For Overseas Goods, the Supplier will provide at its cost: (b) if requested by Coles, advance production samples of the Goods to be forwarded to Coles prior to shipment of the Goods; all documentation required to transport the Goods to Australia, in the form reasonably required by Coles and the Australian governing bodies such as Australian Customs and Quarantine, including: (i) (ii) inspection and test reports and other documents prior to shipment; and shipping documents (including commercial invoices, packing lists, declarations, certificates of origin and packing notes) within 2 days of shipment. 9.2 Where the Supplier is responsible for the importation of the Goods into Australia, the Supplier must obtain all necessary licences and permissions required to export the Goods from the relevant country and to import the Goods into Australia. Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 3

4 10. PROPERTY AND RISK 10.1 Except as provided in clause 10.2, legal ownership in and liability for loss or damage to the Goods passes to Coles when Coles takes physical possession of the Goods, which will be: for Coles Collect Suppliers, when Coles or its nominated Carrier collects the Goods from the Delivery Address; (b) for Overseas Goods, in accordance with the relevant Incoterms; and for all other suppliers, when the Supplier delivers the Goods to Coles For Consignment Goods, legal ownership passes to Coles immediately prior to the sale of the Consignment Goods to the end consumer at the point of sale in the Stores. Except to the extent that the loss or damage is directly attributable to Coles negligence or wrongful act or omission, Coles will not be liable for any loss or damage to the Consignment Goods. 11. CHECKING OF GOODS AND SUBSEQUENT CLAIMS 11.1 The Supplier must let Coles know of any problems with the Goods (e.g. relating to quality or quantity) as soon as the Supplier becomes aware of the problems After taking physical possession of the Goods, Coles will: within 24 hours check all Fresh Produce for compliance with the relevant Product Specifications and within 48 hours provide written reasons to the Supplier of any rejection; (b) within a reasonable time (which must be not more than 30 days) check all other Goods for damaged or defective Goods or shortfalls or any similar claims that are visible on delivery and general compliance with the requirements of this Agreement and advise the Supplier of such claims. Nothing in this Agreement operates to vary or preclude the operation of obligations under the Australian Consumer Law or the Sale of Goods Act 1958 (Vic) or prevent Coles from making Claims in respect of the Goods that fail to meet these requirements The rejection of part of an Order will not impact the validity of the Agreement for the remainder of the Order Coles is entitled to: 12. PRICE pay only for the Goods delivered, if the quantity is less than the quantity ordered; and (b) reject non-compliant Goods (whether the whole or part of an Order) and may be entitled to make a Claim against the Supplier in respect of those Goods and the cost of returning them, which may include storage, insurance, transport and disposal costs (except if the Supplier is a Coles Collect Supplier and investigation shows the damage was caused in transit after Coles (or its Carrier) collected the Goods from the Supplier) The price of the Goods will be determined by: the price set out in the Order; (b) any matters agreed in the Trading Terms which impact on pricing; and any separate or subsequent agreement between the parties concerning pricing that is specified in writing (including a Coles Brand Agreement) Unless otherwise specified, the price includes all costs incurred by the Supplier prior to Delivery, including but not limited to the following: all taxes, levies and duties; (b) all labelling and packaging charges; all charges for Delivery and off-loading of the Goods, including labour, for storage, packing, loading, transportation (including shipping, carriage, freight); (d) all insurance costs; and (e) for Overseas Goods: (i) (ii) being delivered FOB Incoterms, all charges arising in connection with storage at the point of origin, labour, export packing, loading at the point of origin, transportation (including inland freight), quarantine, port receiving charges, the freight forwarder s fee and loading onto the Carrier; or 13. INVOICING AND PAYMENT where delivery terms other than FOB apply, the requirements of the agreed Incoterms will apply Invoices for the Goods supplied by the Supplier will be in accordance with the requirements set out on the Supplier Portal Coles will pay all correctly issued Invoices in accordance with the payment terms set out in the Trading Terms or otherwise agreed in writing and in accordance with the Policies & Procedures. Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 4

5 13.3 If requested by Coles or on behalf of Coles, the Supplier will provide a monthly statement of account showing a reconciliation of orders with payment received. 14. GOODS AND SERVICES TAX 14.1 All Invoices should show the cost of the Goods supplied and should separately itemise the GST Coles will pay the full amount of each correctly issued Invoice, being the amount for the Taxable Supply (as defined in Section of the GST Law) plus the GST Where an Adjustment Event (as defined in Section of the GST Law) occurs in respect of any amount paid or payable by Coles for Taxable Supplies, Coles will issue, on the Supplier s behalf, an Adjustment Note (as defined in Section of the GST Law) as required under the GST Law. Any Adjustment Note that the Supplier purports to issue will not have legal status. 15. SUPPLIER PORTAL 15.1 The Supplier acknowledges that Coles will use the Supplier Portal as the primary means of communication with the Supplier in relation to any matter relevant to these Terms and Conditions. The Supplier agrees to keep its contact details on the Supplier Portal up to date All the relevant documents on the Supplier Portal form part of the Agreement and therefore, Coles and the Supplier are required to comply with the requirements set out in those documents All changes to any documents on the Supplier Portal will be made in accordance with clause 16 and will be communicated to the Supplier via or other appropriate communication method through the Supplier Portal The Supplier agrees to regularly monitor the Supplier Portal for written notification of announcements relevant to its supply of Goods. 16. VARIATIONS 16.1 Coles may from time to time make changes to the documents or add new documents on the Supplier Portal for various reasons including (but not limited to) as a result of changes or developments in: the Legal Requirements; (b) community expectations for the Goods; and technology which allows Coles to make improvements in its systems (including in relation to ordering and invoicing processes, supply chain requirements or its distribution network) Coles and the Supplier will be bound by the version of the document published at the time the Supplier agrees to be bound by these Terms and Conditions or commences supply of Goods to Coles and by any future changes made to that document or new documents notified to the Supplier through the Supplier Portal by giving reasonable notice of the changes or new requirements from time to time. If the Supplier objects to any changes or new requirements, the Supplier may notify Coles promptly: of its objection and Coles will consider it and may agree in writing to an amended version of the relevant document to apply as part of this Agreement; or (b) that the Supplier does not wish to continue to supply Goods to Coles under this Agreement If changes are made to documents on the Supplier Portal, Coles will identify the time period (which must be reasonable taking into account the impact on the Supplier of the change) between when the notification of the change was provided, and when the change is intended to be implemented but will not apply to any Orders placed by Coles prior to the date that the change will be effective. However, in certain circumstances (for example, relating to safety or financial stability), the urgency of the situation may necessitate that limited or no notice will be provided No other amendments of these Terms and Conditions will be of any force or effect unless in writing signed by an authorised representative of each party. 17. WARRANTIES 17.1 The Supplier warrants and represents, in respect of each Order, that: the Supplier is legally entitled to contract with Coles and to supply the Goods free of any encumbrance; (b) the Goods are of merchantable quality and fit for retail sale for their usual purpose; the Goods comply with all Legal Requirements, Policies & Procedures and Product Specifications (where applicable); (d) all information provided with the Goods (e.g. instructions, warranties, product descriptions) is up to date and accurate; (e) if the Supplier has previously provided Coles with a sample, the Goods correspond with the most recent sample Coles approved; Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 5

6 (f) (g) the importation, promotion, sale, re-sale of the Goods, or the use of photos or text provided by the Supplier in relation to the Goods in advertising or marketing materials, by either party, will not infringe any person s Intellectual Property Rights or other rights, and that the Supplier has made all reasonable enquiries to ascertain this where the Goods are imported from, or manufactured or produced by a third party; the Supplier is not aware of any Claim in relation to the Goods and has made all reasonable enquiries to determine if there are any Claims where the Goods are imported from a third party; (h) the Supplier will comply with all Legal Requirements and Policies & Procedures; (i) (j) (k) the Supplier and any subcontractor will comply with chain of responsibility requirements in relation to the transportation of any Goods to or on behalf of Coles; all of the Supplier s employees providing services to the Supplier in Australia are legally entitled to work in Australia and the Supplier will comply with all applicable Legal Requirements in relation to these employees; and if the Supplier enters into this Agreement as an agent of another party, the Supplier is authorised to act on behalf of the other party in the manner contemplated by this Agreement and that authority has not been withdrawn or revoked The Supplier must: (b) 18. INDEMNITIES immediately inform Coles if the Supplier becomes aware that a representation or warranty set out in these Terms and Conditions has become, or is likely to become, false, misleading or breached or of any fact, matter or circumstance which would allow Coles to make a claim under an indemnity in these Terms and Conditions; and provide Coles with such reasonable information, and comply with Coles reasonable requests, in relation to the Goods from time to time. The Supplier will release and indemnify Coles against all Loss suffered, incurred or paid by Coles arising out of or in connection with: a breach by the Supplier of these Terms and Conditions; (b) any recall or withdrawal of Goods (whether initiated by the Supplier or Coles or ordered by a relevant authority) due to a potential risk in the Goods to the public, non-compliance with the Legal Requirements or defect or faults in the Goods (except natural decay or degradation of Fresh Produce after delivery to Coles); any Claim of infringement of the Intellectual Property Rights of any person in respect of the sale or promotion or otherwise in connection with the Goods; or (d) use of the Goods by Coles or any of Coles customers, except to the extent that the Loss is directly attributable to Coles negligence or wrongful act or omission. Any amount the Supplier owes Coles under this clause will include any GST that is payable by Coles on that amount, except where Coles is entitled to claim an input tax credit for that GST. 19. INSURANCE 19.1 The Supplier must have in place (or, if the Supplier is not the manufacturer, ensure that the manufacturer of the Goods has in place) a current annual General and Products Liability Policy of insurance (including coverage for all warranties in respect of the Goods under these Terms and Conditions) fully indemnifying the Supplier against liability for property damage, personal injury or death arising directly or indirectly out of Goods manufactured, distributed or sold by the Supplier with an annual cover of not less than AU$10 million in the aggregate The Supplier must make any notification to its insurer required under the GST Law to ensure that GST is not payable on a payment that may be made by an insurer in respect of any Claim on an insurance policy required under these Terms and Conditions. 20. COMPLAINTS Coles may refer any complaint regarding the Goods directly to the Supplier and the Supplier will: provide all reasonable co-operation to Coles to assist it with any complaint received by Coles involving Goods; and (b) comply with any reasonable directions provided by Coles in relation to the complaint. 21. COMPLIANCE Without limiting any of Coles rights, if Coles reasonably considers the Supplier has breached of any of its obligations under this Agreement, then Coles may appoint an independent person to inspect the premises at which the Goods or their components or ingredients are stored or made (whether farmed, grown, or manufactured) and all records, data and information arising out of or in connection with the Goods, and the manufacture of the Goods. The Supplier must provide all reasonable assistance in connection with the inspection. Coles will pay for all Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 6

7 costs and expenses arising directly out of the appointment of the independent person and the completion of the inspection. 22. SAFETY Whilst the Supplier or any of its employees or contractors are on any of Coles premises or using any of Coles equipment or property, the Supplier must comply with all applicable safety and security policies set out on the Supplier Portal. 23. ADVERTISING Coles will only use for the purpose of advertising and promoting the Goods photos, graphics, text, trademarks and other items created, provided, used or owned by the Supplier in relation to the Goods and provided by the Supplier to Coles for advertising and promoting the Goods. Coles will be entitled to take its own photos of the Goods to be used by Coles to advertise or promote the Goods. 24. ANTI-BRIBERY Each party must: at all times comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and improper payments including but not limited to the Criminal Code Act 1995 (Cth) (Australia), the Foreign Corrupt Practices Act 1977 (United States), and the Bribery Act 2010 (United Kingdom) (Relevant Requirements); and (b) have and maintain in place at all times policies and procedures, including adequate procedures under the Relevant Requirements, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate. 25. ASSIGNMENT Neither party will assign nor purport to transfer, assign, or novate any of its obligations under an Order or this Agreement in whole or in part without the prior written consent of the other (which must not be unreasonably withheld). 26. SUBCONTRACTING If the Supplier subcontracts the manufacture of the Goods, it must ensure the subcontractor s compliance with this Agreement and the Supplier is liable for any default by a subcontractor. 27. CONFIDENTIALITY Each party must: keep strictly confidential each other s financial, technological (including designs and Product Specifications), strategic and other business information which has been divulged or become known in the course of its business dealings with each other and which is not generally known outside their respective organisations; (b) only use the confidential information for the purpose for which it was disclosed; and only disclose the confidential information to those in its organisation who need to know in connection with the purpose for which it was disclosed, and no disclosure may be made to anyone else without the consent of the owner of the information (with the exception of disclosure required by law, in which case prior notice of the disclosure must be given to the owner of the information). 28. DISPUTE RESOLUTION 28.1 If a dispute arises out of, under or in connection with an Order or this Agreement, both parties will use reasonable endeavours to: bring that issue to the other s attention as soon as possible, and no later than 24 months from when the issue first arises; and (b) resolve the dispute through discussion in good faith, and to promptly elevate it through senior levels of management as appropriate given the nature of the dispute The Supplier is also entitled to use the dispute resolution procedures set out in Part 5 of the Grocery Code Neither party will resort to litigation unless the processes in this clause have been followed and, after reasonable negotiation and discussion, either party reasonably believes that it will be unable to resolve the dispute satisfactorily, or that its resolution would be faster if litigation was pursued. 29. NOTICES 29.1 Except as provided in clause 15 (Supplier Portal), any other formal notice to each other required by this Agreement must be in writing, sent to the address for service of notices each party has advised to the other (or if nothing has been advised, to each other s office with which it normally deals) Notices are taken to be received: Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 7

8 if hand delivered, at the time of delivery; (b) in the case of a posted letter, on the third day after posting within Australia or the fifth day after posting for international mail; and in the case of , at the time of successful electronic transmission (which may be confirmed by an electronic delivery receipt confirmation). 30. GOVERNING LAW The laws of the State of Victoria and the Commonwealth of Australia govern this Agreement. Both parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria (and any court which may hear appeals from those courts). 31. PUBLIC STATEMENT Each party must obtain the other s consent before making any public statement about the other party, its relationship with the other party or this Agreement. 32. SEVERABILITY If any part of this Agreement is found to be invalid or of no force or effect under any applicable laws, that part will be regarded as removed, and the remainder of this Agreement will have full force and effect. 33. SURVIVAL Any obligations in this Agreement which are of a continuing nature or which are not fully satisfied and discharged on fulfilment or termination of an Order, will continue to apply. 34. WAIVER The failure of a party to require performance of any obligation under this Agreement is not a waiver of that party s right: to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and (b) at any other time to require performance of that or any other obligation under this Agreement. SIGNED for and on behalf of COLES by its authorised officer: Signature: Name Position: Date: [TTAManagerSignature] [SignatoryName] [SignatoryTitle] [CurrentDate] SIGNED for and on behalf of Supplier: ABN: [SupplierName] [ABN] by an authorised officer: Signature: Name Position: Date: [SupplierNumberRSP], [SupplierNumberFLP], [ExecutionDate] Terms & Conditions Domestic & OS (Supermarkets & CEXP) 15 June 2017 version Page 8